Ball Corporation Notification of Award of Performance Contingent Restricted Stock Units Under Ball Corporations 2005 Stock and Cash Incentive Plan

 

 

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If the Performance Measure is satisfied as set forth below, restrictions will lapse on 100% of the units on January 31 (or the first business day following if on a weekend or holiday).  Upon lapse of the restrictions, the Participant will be issued Ball Corporation Common Stock.  If the Performance Measure is not satisfied, the units will be forfeited.

 

 

The Performance Measure for this Award is the Corporation’s return on average invested capital (“ROAIC”) over the applicable Performance Period as compared to the Corporation’s cost of capital.  The Performance Measure will be satisfied if during the performance period the Corporation’s average ROAIC is equal to or exceeds the Corporation’s estimated cost of capital.

 

 

The applicable performance period for this award is a 33 month period commencing at the beginning of the Corporation’s 2007 second quarter and ending December 31, 2009.

 

 

The Performance Contingent Restricted Stock Units may be deferred into the Ball Corporation 2005 Deferred Compensation Company Stock Plan, or its successor, at the time of the lapse for issuance at a later date. The election to defer any scheduled lapse must be completed by a date specified by the Corporation.

 

 

·  Resignation/Termination:

 

Upon termination prior to the end of the Performance Period for any reason other than death or disability, the outstanding Performance Contingent Restricted Stock Units will be forfeited.  If termination occurs after the end of the Performance Period for any reason other than death or disability, the restrictions on the outstanding Performance Contingent Restricted Stock Units will lapse on January 31 (or the first business day following if on a weekend or holiday), contingent on the achievement of the Performance Measure.

 

·  Early Retirement:

 

For purposes of this award, early retirement is defined as the termination of employment after attainment of age 55 or above and 15 years of service or age 60 or above and 10 years of service.

 

If this early retirement definition is satisfied, then upon termination for any reason other than death or disability and execution of an agreement not to compete as presented by the Corporation, the restrictions on the outstanding Performance Contingent Restricted Stock Units will lapse on January 31 (or the first business day following if on a weekend or holiday), contingent on the achievement of the Performance Measure.

 

If you terminate employment during the Performance Period and do not meet the age and service and agreement not-to-compete requirements above, the outstanding Performance Contingent Restricted Stock Units will be forfeited.

 

·  Normal Retirement at age 65:

 

Upon termination of employment at or after attainment of age 65 for any reason other than death or disability, the restrictions on the outstanding Performance Contingent Restricted Stock Units will lapse on January 31 (or the first business day following if on a weekend or holiday), contingent on the achievement of the Performance Measure.

 

·  Death:

 

In the event of your death, the restrictions on the outstanding Performance Contingent Restricted Stock Units will immediately lapse and the unrestricted common stock will be issued to the person or persons defined as your beneficiary(ies).

 

·  Disability:

 

In the event of your disability as defined in the Plan, the restrictions on the outstanding Performance Contingent Restricted Stock Units will immediately lapse and the unrestricted common stock will be issued to you.

 

 

Your Performance Contingent Restricted Stock Units may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by beneficiary designation, will or by laws of descent or distribution.

 

 

You shall not have rights equivalent to those of a shareholder for outstanding Performance Contingent Restricted Stock Units. You will receive quarterly an amount equal to the quarterly dividends; however, you will not be able to vote the units at the annual meeting of shareholders.

 

 

No participant shall have any claim or right to be granted an Award in the future and the Award shall not be construed as giving the participant the right to continue in the employ of the Corporation.

 

 

At the end of the Performance Period if it is determined that the Performance Measure was achieved, you will be required, prior to the January 31 (or the first business day following if on a weekend or holiday), lapse date, to elect the method in which you will meet the withholding tax obligation associated with the lapse of restrictions.  You are required to remit payment of the taxes to the Corporation. Acceptable methods of payment of the tax obligation are:

 

·  Check, wire transfer, or other acceptable negotiable instrument payable to Ball Corporation.

 

·  Stock Unit retention by which the Corporation retains the number of units having a fair market value based on the closing price on the date restrictions lapse that equates to the amount of the tax obligation. Any fraction of a unit will not be utilized in this payment; therefore a small balance may remain, which shall be paid by you in the form of a check, wire transfer, or other acceptable negotiable instrument to Ball Corporation.

 

·  Deliver to the Corporation the number of Ball Common Shares having a fair market value based on the closing price on the date restrictions lapse equal to the amount of the tax obligation.

 

If participant had previously elected to defer issuance of the award at lapse into the Ball Corporation 2005 Deferred Compensation Stock Plan, FICA taxes will be due to the Corporation immediately following the January 31 (or the first business day following if on a weekend or holiday), vest date.

 

 

At the end of the performance period if it is determined that the Performance Measure was achieved, the common stock issued will be the award amount less the number of units which must be withheld to satisfy the applicable tax withholding requirements.

 

If participant had previously elected to defer issuance of the award at lapse into the Ball Corporation 2005 Deferred Compensation Stock Plan, FICA taxes will be due to the Corporation immediately following the January 31 (or the first business day following if on a weekend or holiday), vest date.